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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Feb. 28, 2013	Apr. 01, 2013
Document and Entity Information
Entity Registrant Name	Mistras Group, Inc.
Entity Central Index Key	0001436126
Document Type	10-Q
Document Period End Date	Feb. 28, 2013
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		28,194,980
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 28, 2013	May 31, 2012
Current Assets
Cash and cash equivalents	$ 8,903	$ 8,410
Accounts receivable, net	108,686	104,515
Inventories, net	12,126	12,492
Deferred income taxes	1,891	1,885
Prepaid expenses and other current assets	12,763	6,321
Total current assets	144,369	133,623
Property, plant and equipment, net	69,846	63,527
Intangible assets, net	56,428	34,469
Goodwill	125,532	96,819
Other assets	739	1,378
Total assets	396,914	329,816
Current Liabilities
Current portion of long-term debt	7,730	5,971
Current portion of capital lease obligations	6,714	5,951
Accounts payable	8,298	11,944
Accrued expenses and other current liabilities	43,411	39,334
Income taxes payable	1,997	1,119
Total current liabilities	68,150	64,319
Long-term debt, net of current portion	65,210	34,258
Obligations under capital leases, net of current portion	11,859	13,094
Deferred income taxes	14,582	4,901
Other long-term liabilities	21,447	19,996
Total liabilities	181,248	136,568
Commitments and contingencies
Preferred stock, 10,000,000 shares authorized
Equity
Common stock, $0.01 par value, 200,000,000 shares authorized, 28,194,980 and 28,025,507 shares issued and outstanding as of February 28, 2013 and May 31, 2012, respectively	282	280
Additional paid-in capital	193,512	188,443
Retained earnings	23,531	7,336
Accumulated other comprehensive loss	(1,928)	(3,047)
Total Mistras Group, Inc. stockholders' equity	215,397	193,012
Noncontrolling interest	269	236
Total equity	215,666	193,248
Total liabilities, preferred stock and equity	$ 396,914	$ 329,816

Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2013	May 31, 2012
Consolidated Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	28,194,980	28,025,507
Common stock, shares outstanding	28,194,980	28,025,507

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012
Revenues:
Services	$ 124,510	$ 94,253	$ 351,466	$ 281,097
Products	9,151	9,865	33,311	28,688
Total revenues	133,661	104,118	384,777	309,785
Cost of revenues:
Cost of services	91,209	66,336	248,769	194,270
Cost of products sold	3,527	4,238	13,022	12,094
Depreciation related to services	4,465	3,760	12,565	10,639
Depreciation related to products	254	200	593	563
Total cost of revenues	99,455	74,534	274,949	217,566
Gross profit	34,206	29,584	109,828	92,219
Selling, general and administrative expenses	27,209	20,806	74,063	59,565
Research and engineering	754	578	1,801	1,769
Depreciation and amortization	2,473	1,805	6,535	4,787
Acquisition-related expense, net (See Note 5)	(1,212)	973	(1,006)	1,009
Income from operations	4,982	5,422	28,435	25,089
Other expenses
Interest expense	882	690	2,458	2,121
Loss on extinguishment of long-term debt		113		113
Income before provision for income taxes	4,100	4,619	25,977	22,855
Provision for income taxes	1,349	1,548	9,749	8,672
Net income	2,751	3,071	16,228	14,183
Net (income) loss attributable to noncontrolling interests, net of taxes	0	(34)	(33)	38
Net income attributable to Mistras Group, Inc.	$ 2,751	$ 3,037	$ 16,195	$ 14,221
Earnings per common share (see Note 4):
Basic (in dollars per share)	$ 0.10	$ 0.11	$ 0.58	$ 0.51
Diluted (in dollars per share)	$ 0.09	$ 0.11	$ 0.56	$ 0.50
Weighted average common shares outstanding:
Basic (in shares)	28,175	27,921	28,121	27,794
Diluted (in shares)	29,101	28,829	29,078	28,563

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012
Consolidated Statements of Comprehensive Income
Net income	$ 2,751	$ 3,071	$ 16,228	$ 14,183
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	1,633	(615)	1,119	(1,990)
Other comprehensive income (loss)	1,633	(615)	1,119	(1,990)
Comprehensive income	4,384	2,456	17,347	12,193
Comprehensive (income) loss attributable to noncontrolling interests	0	(34)	(33)	38
Foreign currency translation adjustments		5		12
Comprehensive income attributable to Mistras Group, Inc.	$ 4,384	$ 2,427	$ 17,314	$ 12,243

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

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- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

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- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

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- Definition

Amount after tax and reclassification adjustments, resulting from the process of expressing in the reporting currency of the reporting entity those amounts that are denominated or measured in a different currency, and from transactions whose terms are denominated in a currency other than the entity's functional currency, which is attributable to noncontrolling interests.

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- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Consolidated Statements of Changes in Equity - 9 months ended Feb. 28, 2013 - USD ($) shares in Thousands, $ in Thousands	Total	Total Mistras Group, Inc. Stockholders' Equity	Common Stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Noncontrolling Interest
Balance at May. 31, 2012	$ 193,248	$ 193,012	$ 280	$ 188,443	$ 7,336	$ (3,047)	$ 236
Balance (in shares) at May. 31, 2012			28,026
Increase (Decrease) in Stockholders' Equity
Net income	16,228	16,195			16,195		33
Other comprehensive income, net of tax	1,119	1,119				1,119
Stock compensation	4,749	4,749		4,749
Stock compensation (in shares)			13
Net settlement on vesting of restricted stock units	(806)	(806)	$ 1	(807)
Net settlement on vesting of restricted stock units (in shares)			85
Excess tax benefit from stock compensation	455	455		455
Exercise of stock options	673	673	$ 1	672
Exercise of stock options (in shares)			71
Balance at Feb. 28, 2013	$ 215,666	$ 215,397	$ 282	$ 193,512	$ 23,531	$ (1,928)	$ 269
Balance (in shares) at Feb. 28, 2013			28,195

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2013	Feb. 29, 2012
Cash flows from operating activities
Net income	$ 16,228	$ 14,183
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	19,693	15,989
Deferred income taxes	1,530	(479)
Provision for doubtful accounts	(345)	189
Loss on extinguishment of long-term debt		113
Loss (gain) on sale of assets	3	(40)
Amortization of deferred financing costs	94	116
Stock compensation expense	4,749	3,791
Foreign currency loss	51	231
Changes in operating assets and liabilities, net of effect of acquisitions of businesses
Accounts receivable	6,076	(10,160)
Inventories	985	(2,624)
Prepaid expenses and other current assets	(5,625)	(1,386)
Other assets	652	(42)
Accounts payable	(5,772)	(1,310)
Income taxes payable	(743)	(2,302)
Accrued expenses and other liabilities	(10,028)	4,703
Net cash provided by operating activities	27,548	20,972
Cash flows from investing activities
Purchase of property, plant and equipment	(8,915)	(6,407)
Purchase of intangible assets	(897)	(437)
Acquisition of businesses, net of cash acquired	(33,601)	(26,273)
Proceeds from sale of equipment	1,028	301
Net cash used in investing activities	(42,385)	(32,816)
Cash flows from financing activities
Repayment of capital lease obligations	(5,054)	(5,136)
Repayment of notes payable and other long-term debt	(4,628)	(4,420)
Net borrowings from current revolver	26,008	19,050
Net repayments of other short-term borrowings		(1,868)
Proceeds from borrowings of long-term debt	309	837
Payment of financing costs		(623)
Payment of contingent consideration for business acquisitions	(1,887)
Taxes paid related to net share settlement of restricted stock units	(806)	(281)
Excess tax benefit from stock compensation	455	405
Proceeds from the exercise of stock options	673	1,477
Net cash provided by financing activities	15,070	9,441
Effect of exchange rate changes on cash and cash equivalents	260	(545)
Net change in cash and cash equivalents	493	(2,948)
Cash and cash equivalents
Beginning of period	8,410	10,879
End of period	8,903	7,931
Supplemental disclosure of cash paid
Interest	2,422	1,720
Income taxes	13,605	11,995
Noncash investing and financing
Equipment acquired through capital lease obligations	2,896	8,613
Issuance of notes payable and other debt obligations primarily related to acquisitions	$ 7,715	$ 2,444

Description of Business & Basis of Presentation	9 Months Ended
Description of Business & Basis of Presentation	Feb. 28, 2013
Description of Business & Basis of Presentation
Description of Business & Basis of Presentation	1. Description of Business & Basis of Presentation *Description of Business* Mistras Group, Inc., together with its subsidiaries (the Company), is a leading “one source” global provider of technology-enabled asset protection solutions used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure. The Company combines industry-leading products and technologies, expertise in mechanical integrity (MI) and non-destructive testing (NDT) services and proprietary data analysis software to deliver a comprehensive portfolio of customized solutions, ranging from routine inspections to complex, plant-wide asset integrity assessments and management. These mission critical solutions enhance customers’ ability to extend the useful life of their assets, increase productivity, minimize repair costs, comply with governmental safety and environmental regulations, manage risk and avoid catastrophic disasters. Given the role the services of the Company play in ensuring the safe and efficient operation of infrastructure, the Company has historically provided a majority of its services to its customers on a regular, recurring basis. The Company serves a global customer base of companies with asset-intensive infrastructure, including companies in the oil and gas, fossil and nuclear power, alternative and renewable energy, public infrastructure, chemicals, aerospace and defense, transportation, primary metals and metalworking, pharmaceuticals and food processing industries. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating results for the three and nine months ended February 28, 2013 are not necessarily indicative of the results that may be expected for the year ending May 31, 2013. The balance sheet at May 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited consolidated financial statements should be read together with the financial statements and notes included in our Annual Report on Form 10-K for the year ended May 31, 2012 and other consolidated financial statements of the Company as filed with the Securities and Exchange Commission. In this quarterly report, the Company’s fiscal years, which end on May 31, are identified according to the calendar year in which they end (e.g., the fiscal year ended May 31, 2012 is referred to as “fiscal 2012”). *Principles of Consolidation* The accompanying consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly or majority-owned subsidiaries. Where the Company’s ownership interest is less than 100%, the noncontrolling interests are reported in equity in the accompanying consolidated balance sheets. The noncontrolling interest in net income, net of tax, is classified separately in the accompanying consolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. Mistras Group, Inc.’s and its subsidiaries’ fiscal years end on May 31 except for the companies in the International segment, which end on April 30. Accordingly, the Company’s International segment subsidiaries are consolidated on a one-month lag. Therefore, in the quarter and year of acquisition, results of acquired subsidiaries in the International segment are generally included in consolidated results for one less month than the actual number of months from the acquisition date to the end of the reporting period. Management does not believe that any events occurred during the one-month lag period that would have a material effect on the Company’s consolidated financial statements as of or for any period presented. *Reclassification* Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. During the third quarter of fiscal 2013, the Company reclassified amounts related to interest accretion imputed on its acquisition-related contingent consideration liabilities from interest expense to acquisition-related expense, net, which is a component of Income from Operations. During fiscal 2012, the amounts reclassified were $0.4 million and $0.1 million for the three month periods ended November 30, 2011 and February 29, 2012, respectively. For the three months ended August 31, 2011 there was no expense related to interest accretion imputed on our acquisition-related contingent consideration liabilities. During fiscal 2013, the amounts reclassified were $0.3 million and $0.2 million for the three month periods ended August 31, 2012 and November 30, 2012, respectively. See Note 5 to these unaudited condensed consolidated financial statements for further discussion with regards to acquisition related expense, net.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Feb. 28, 2013
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies *Revenue Recognition* Revenue recognition policies for the various sources of revenues are as follows: Services The Company predominantly derives revenues by providing its services on a time and material basis and recognizes revenues when services are rendered. At the end of any reporting period, there may be earned but unbilled revenues that are accrued. Payments received in advance of revenue recognition are reflected as deferred revenues. Software Revenues from the sale of perpetual licenses are recognized upon the delivery and acceptance of the software. Revenues from term licenses are recognized ratably over the period of the license. Revenues from maintenance, unspecified upgrades and technical support are recognized ratably over the period such items are delivered. For multiple-element arrangement software contracts that include non-software elements, and where the software is essential to the functionality of the non-software elements (collectively referred to as software multiple-element arrangements), the Company applies the rules as noted below. Products Revenues from product sales are recognized when risk of loss and title passes to the customer. The exceptions to this accounting treatment would be for multiple-element arrangements (described below) or those situations where specialized installation or customer acceptance is required. Payments received in advance of revenue recognition are reflected as deferred revenues. Percentage of Completion A portion of the Company’s revenues are generated from engineering and manufacturing of custom products under long-term contracts that may last from several months to several years, depending on the contract. Revenues from long-term contracts are recognized on the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized as work is performed. The percentage of completion at any point in time is based on total costs or total labor dollars incurred to date in relation to the total estimated costs or total labor dollars estimated at completion. The percentage of completion is then applied to the total contract revenue to determine the amount of revenue to be recognized in the period. Application of the percentage-of-completion method of accounting requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct materials, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in project performance and the recoverability of any claims. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Multiple-element Arrangements The Company occasionally enters into transactions that represent multiple-element arrangements, which may include any combination of services, software, and hardware. When a sales arrangement contains multiple elements, such as hardware and services and/or software products, the Company allocates revenue to each element that has stand-alone value based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (VSOE) if available, third party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. The Company has historically utilized the VSOE due to the nature of its products. In software multiple element arrangements that include non-software elements, and where software is essential to the functionality of the non-software elements, these elements are bundled together as one unit of accounting for purposes of allocating revenue to units of accounting based on the aforementioned selling price hierarchy. *Use of Estimates* The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. The more significant estimates include valuation of goodwill and intangible assets acquired in connection with business combinations, useful lives of long-lived assets, allowances for doubtful accounts, inventory valuation, reserves for self-insured workers compensation and health benefits, contingent consideration liabilities, and provision for income taxes. Actual results could differ from those estimates. *Goodwill and Intangible Assets* Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the acquired business at the date of acquisition. The Company tests for impairment annually, in its fiscal fourth quarter. The most recent annual test for impairment performed for fiscal 2012 did not identify any instances of impairment and there were no events through February 28, 2013 which the Company believes warranted a reconsideration of the impairment test results. Intangible assets are recorded at cost. Intangible assets recognized through the completion of a business combination are recorded at fair value on the date of acquisition. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. *Concentration of Credit Risk* Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash deposits may exceed the limits insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk or risk of nonperformance of financial institutions. The Company primarily sells to large companies, extends reasonably short collection terms, performs credit evaluations and does not require collateral. The Company maintains reserves for potential credit losses. The Company has one customer, BP plc. (BP), which accounted for 13% and 16% of revenues for the three months ended February 28, 2013 and February 29, 2012, respectively, and 12% and 16% of revenues for the nine months ended February 28, 2013 and February 29, 2012, respectively. Accounts receivable from this customer were approximately 13% and 9% of total accounts receivable, net, as of February 28, 2013 and May 31, 2012, respectively. The relationship with BP is comprised of separate contracts for non-destructive testing and inspection services with multiple affiliated entities within the broad BP organization. The Company conducts business with various divisions or affiliates of the BP organization through numerous contracts covering many segments of BP’s business including downstream (refinery), midstream (pipelines) and upstream (exploration). These contracts are typically negotiated locally with the specific BP division or affiliate, are of varying lengths, have different start and end dates and differ in terms of the scope of work and nature of services provided. Most contracts are based on time and materials. *Equity-based Compensation* The Company measures the cost of employee services received in exchange for an award of equity instruments based upon the grant-date fair value of the award. The Company uses the “straight-line” attribution method for allocating compensation costs and recognizes the fair value of each equity award on a straight-line basis over the requisite service periods of the related awards. The Company uses the Black-Scholes option-pricing model to estimate the fair value of the stock option awards as of the grant date. The Black-Scholes model, by its design, is highly complex and dependent upon key data inputs estimated by management. The primary data inputs with the greatest degree of judgment are the expected term of stock option awards and the estimated volatility of the Company’s common stock price. The Black-Scholes model is sensitive to changes in these two variables. Since the Company’s initial public offering (IPO) on October 7, 2009, the expected term of the Company’s stock options is generally determined using the simplified method. Expected stock price volatility is typically based on the daily historical trading data for a period equal to the expected term. Because the Company’s historical trading data only dates back to the IPO, the Company has estimated expected volatility using an analysis of the stock price volatility of comparable peer companies. Prior to the Company’s IPO, the exercise price equaled the estimated fair market value of the Company’s common stock, as determined by its board of directors. Since the Company’s IPO, the exercise price of stock option grants is determined using the closing market price of the Company’s common stock on the date of grant. *Recent Accounting Pronouncements* In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income. The update requires an entity to present either parenthetically on the face of the financial statement where net income is presented or in the notes to the financial statements, the effect of significant items reclassified in their entirety from accumulated other comprehensive income and identification of the respective line items effecting net income for instances when reclassification is required under GAAP. For items that are not required by GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures as required by GAAP. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements and is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements. In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This authoritative guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income, when an item of other comprehensive income must be reclassified to net income, or the Company’s option to present components of other comprehensive income either net of related tax effects or before related tax effects, nor does it affect how earnings per share is calculated or presented. Effective June 1, 2012, the Company adopted the provisions of this updated accounting standard related to comprehensive income. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

Capitalization

9 Months Ended

Feb. 28, 2013

Capitalization

Capitalization

3. Capitalization

Common Stock

Dividends on common stock will be paid when, and if, declared by the board of directors. Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held.

Equity Awards

The Company has a Long-Term Incentive Plan (the 2009 Plan). Awards may be granted in the form of stock options, restricted stock units and other forms of stock-based incentives, including stock appreciation rights and deferred stock rights. The term of each incentive and non-qualified stock option is ten years. Vesting generally occurs over a period of four years, the expense for which is recorded on a straight-line basis over the requisite service period. The 2009 Plan allows for the grant of awards of up to approximately 2,286,000 shares of common stock, of which 1,453,000 shares were available for future grants as of February 28, 2013. Prior to the Company’s IPO in October 2009, the Company had two stock option plans: (i) the 1995 Incentive Stock Option and Restricted Stock Purchase Plan (the 1995 Plan), and (ii) the 2007 Stock Option Plan (the 2007 Plan). No additional awards may be granted from these two plans. As of February 28, 2013, there was an aggregate of approximately 2,472,000 stock options outstanding and approximately 552,000 unvested restricted stock units outstanding under the 2009 Plan, the 2007 Plan, and the 1995 Plan.

No stock options were granted during the three or nine month periods ended February 28, 2013 or February 29, 2012.

The Company recognized stock-based compensation expense related to stock option awards of approximately $0.8 million for each of the three month periods ended February 28, 2013 and February 29, 2012. For the nine months ended February 28, 2013 and February 29, 2012, the Company recognized stock-based compensation expense related to stock option awards of $2.3 million and $2.4 million, respectively. As of February 28, 2013, there was approximately $1.5 million of unrecognized compensation costs, net of estimated forfeitures, related to stock option awards, which are expected to be recognized over a remaining weighted average period of approximately 0.5 years. Cash proceeds from and the aggregate intrinsic value of stock options exercised during the three and nine months ended February 28, 2013 and February 29, 2012 were as follows:

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Cash proceeds from options exercised	$	321	$	152	$	672	$	1,477
Aggregate intrinsic value of options exercised	$	370	$	337	$	856	$	3,399

The Company also recognized approximately $0.8 million and $0.5 million during the three months ended February 28, 2013 and February 29, 2012, respectively, in stock-based compensation expense related to restricted stock unit awards. For the nine months ended February 28, 2013 and February 29, 2012, the Company recognized stock-based compensation expense related to restricted stock unit awards of $2.1 million and $1.1 million, respectively. As of February 28, 2013, there was approximately $8.5 million of unrecognized compensation costs, net of estimated forfeitures, related to restricted stock unit awards, which are expected to be recognized over a remaining weighted average period of 2.7 years.

In June 2012 and October 2011, the Company granted approximately 13,000 and 9,000 shares, respectively, of fully-vested common stock to its five non-employee directors, in connection with its non-employee director compensation plan. These shares had a grant date fair value of approximately $0.3 million and $0.2 million, respectively, which is included in the stock-based compensation expense recorded during the nine months ended February 28, 2013 and February 29, 2012.

During the nine months ended February 28, 2013 and February 29, 2012, approximately 123,000 and 52,000 restricted stock units vested, respectively. The fair value of these units upon vesting was $1.9 million and $0.5 million, respectively. Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of shares of common stock. The restricted stock units that vested in the first nine months of fiscal 2013 and 2012 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The Company withheld approximately 37,000 and 16,000 shares in the first nine months of fiscal 2013 and 2012, respectively. The shares withheld were based on the value of the restricted stock units on their vesting date as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing authorities were $0.8 million and $0.3 million and are reflected as a financing activity within the consolidated statements of cash flows for the nine months ended February 28, 2013 and February 29, 2012, respectively. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section B
-Paragraph 7, 11A
-Chapter 1
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
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Reference 18: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
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Reference 20: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
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Reference 21: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

Earnings per Share

9 Months Ended

Feb. 28, 2013

Earnings per Share

Earnings per Share

4. Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Mistras Group Inc. by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, and (2) the dilutive effect of assumed conversion of equity awards using the treasury stock method. With respect to the number of weighted-average shares outstanding (denominator), diluted shares reflects: (i) only the exercise of options to acquire common stock to the extent that the options’ exercise prices are less than the average market price of common shares during the period and (ii) the pro forma vesting of restricted stock units.

The following table sets forth the computations of basic and diluted earnings per share:

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.	$	2,751	$	3,037	$	16,195	$	14,221
Denominator:
Weighted average common shares outstanding	28,175		27,921		28,121		27,794
Basic earnings per share	$	0.10	$	0.11	$	0.58	$	0.51

Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.	$	2,751	$	3,037	$	16,195	$	14,221
Denominator:
Weighted average common shares outstanding	28,175		27,921		28,121		27,794
Dilutive effect of stock options outstanding	815		795		806		688
Dilutive effect of restricted stock units outstanding	111		113		151		81
	29,101		28,829		29,078		28,563
Diluted earnings per share	$	0.09	$	0.11	$	0.56	$	0.50

Acquisitions

9 Months Ended

Feb. 28, 2013

Acquisitions

Acquisitions

5. Acquisitions

During fiscal 2013, the Company completed the acquisition of three asset protection companies specializing in destructive and non-destructive services and inspection, and in-house component inspection. Two of these companies are intended to complement the service offerings within the International segment and to expand Mistras’ footprint in Europe. The other company, located in Canada, is intended to complement the service offerings within the Services segment. In these acquisitions, the Company acquired 100% of the common stock of each acquiree in exchange for an aggregate of approximately $35.0 million in cash and $7.7 million in notes payable over three years. In addition to the cash and debt consideration related to these acquisitions, the Company accrued a liability of approximately $8.3 million, which represents the estimated fair value of contingent consideration expected to be payable in the event that the acquired companies achieve specific performance metrics over the next five years of operations. The total potential contingent consideration for these acquisitions ranges from zero to $15.0 million as of February 28, 2013.

The assets and liabilities of the acquired business were included in the consolidated balance sheets as of February 28, 2013 based on their estimated fair value on the date of acquisition as determined in a purchase price allocation, using available information and making assumptions management believes are reasonable. The Company is still in the process of completing its valuation of the assets, both tangible and intangible, and liabilities acquired, as well as the contingent consideration. These valuations and the related purchase price allocations are expected to be finalized prior to the end of the Company’s fourth quarter of fiscal 2013. The results of operations for these acquisitions are included, as appropriate, in the Services segment’s and International segment’s results of operations from the respective date of acquisition. The Company’s preliminary allocation of purchase price for these acquisitions is included in the table below. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition for the Company’s fiscal 2013 acquisitions:

Number of entities	3

Cash paid	$	34,968
Subordinated notes issued	7,715
Contingent consideration	8,329

Purchase price	$	51,012

Current assets acquired, net	1,064
Debt and other long-term liabilities	(4,541		)
Property, plant and equipment	8,945
Deferred tax liability	(7,934		)
Intangibles, primarily customer relationships	25,823
Goodwill	27,655
Net assets acquired	$	51,012

The amortization period of intangible assets acquired ranges from two to twelve years. The Company recorded approximately $27.7 million of goodwill in connection with its fiscal 2013 acquisitions, reflecting the strategic fit and revenue and earnings growth potential of these businesses. The goodwill recognized in connection with these three acquisitions is not expected to be deductible for tax purposes.

The Company also has two acquisitions that were completed in the fourth quarter of fiscal 2012 for which the Company is still in the process of completing the allocation of the consideration transferred, including the valuation of the intangible assets acquired. These valuations and related purchase price allocations are expected to be finalized prior to the end of the Company’s fourth quarter of fiscal 2013. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition for the Company’s fiscal 2012 acquisitions that have not yet been finalized:

Number of entities	2

Cash paid	$	2,968
Subordinated notes issued	904
Contingent consideration	464

Purchase price	$	4,336

Current assets acquired, net	48
Debt and other long-term liabilities	—
Property, plant and equipment	791
Deferred tax liability	(300		)
Intangibles, primarily customer relationships	2,222
Goodwill	1,575
Net assets acquired	$	4,336

There have been no significant changes during fiscal 2013 to the initial purchase price allocations for which the final purchase price allocation is not yet complete.

Revenues for the acquisitions completed in fiscal 2013 for the period subsequent to the closing of the transaction were approximately $18.5 million and $24.9 million for the three and nine months ended February 28, 2013, respectively.

Income from operations for these acquisitions for the period subsequent to the closing of each respective transaction was approximately $0.4 million and $1.0 million for the three and nine months ended February 28, 2013, respectively.

The unaudited pro forma information for the periods set forth below gives effect to the fiscal 2013 acquisitions as if they had occurred at the beginning of each period presented. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (unaudited, in thousands):

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Revenues	$	134,630	$	127,028	$	419,146	$	394,866

Income from operations	$	4,818	$	3,874	$	30,093	$	22,263

During the three and nine month periods ended February 28, 2013, the Company incurred costs of $0.3 million and $1.2 million, respectively, in connection with due diligence, professional fees, and other expenses for its fiscal 2013 acquisition activity. Additionally, the Company adjusted the fair value of certain acquisition-related contingent consideration liabilities. For the three month and nine month periods ended February 28, 2013, the adjustments resulted in a net decrease of approximately $2.0 million and $3.1 million, respectively, to the Company’s acquisition-related contingent consideration liabilities, which were approximately $17.5 million as of February 28, 2013 and recorded on the balance sheet in accrued expenses and other liabilities. These adjustments also resulted in a corresponding net increase to income from operations of approximately $2.0 million and $3.2 million for the three and nine month periods ended February 28, 2013, respectively. The Company recorded interest accretion related to its contingent consideration liabilities of $0.5 million and $1.0 million for the three and nine months ended February 28, 2013. The fair value adjustments to acquisition-related contingent consideration liabilities, related interest accretion and the acquisition-related transaction costs have been classified as acquisition-related expense, net in the statement of operations for the three and nine months ended February 28, 2013.

During the three and nine month periods ended February 29, 2012, the Company incurred costs of $1.0 million and $1.4 million, respectively, in connection with due diligence, professional fees, and other expenses for its fiscal 2012 acquisition activity. Additionally, the Company adjusted the fair value of certain acquisition-related contingent consideration liabilities. For the three month and nine month periods ended February 29, 2012, the adjustments resulted in a net decrease of approximately $0.1 million and $0.9 million, respectively, to the Company’s acquisition-related contingent consideration liabilities, which were approximately $7.5 million as of February 29, 2012 and recorded on the balance sheet in accrued expenses and other liabilities. These adjustments also resulted in a corresponding net increase to income from operations of approximately $0.1 million and $0.9 million for the three and nine month periods ended February 29, 2012, respectively. The Company recorded interest accretion related to its contingent consideration liabilities of $0.1 million and $0.5 million for the three and nine months ended February 29, 2012. The fair value adjustments to acquisition-related contingent consideration liabilities, related interest accretion and the acquisition-related transaction costs have been classified as acquisition-related expense, net in the statement of operations for the three and nine months ended February 29, 2012.

Interest accretion for the three and nine month periods ended February 28, 2013 and February 29, 2012, respectively, was previously recorded in interest expense.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1497-128463

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-Name Statement of Financial Accounting Standard (FAS)
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+ Details

Accounts Receivable, net

9 Months Ended

Feb. 28, 2013

Accounts Receivable, net

Accounts Receivable, net

6. Accounts Receivable, net

Accounts receivable consist of the following:

	February 28, 2013			May 31, 2012

Trade accounts receivable	$	110,334		$	106,821
Allowance for doubtful accounts	(1,648		)	(2,306		)
Total	$	108,686		$	104,515

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

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-Name Statement of Position (SOP)
-Number 01-6
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-Subparagraph d
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-Number 210
-Section 08
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+ Details

Inventories, net

9 Months Ended

Feb. 28, 2013

Inventories, net

Inventories, net

7. Inventories, net

Inventories consist of the following:

	February 28, 2013		May 31, 2012

Raw materials	$	3,230	$	3,054
Work in process	2,594		2,232
Finished goods	3,794		4,287
Supplies	2,508		2,919
Total	$	12,126	$	12,492

Inventories are net of reserves for slow-moving and obsolete inventory of approximately $1.5 million and $1.2 million as of February 28, 2013 and May 31, 2012, respectively.

Property, Plant and Equipment, net

9 Months Ended

Feb. 28, 2013

Property, Plant and Equipment, net

Property, Plant and Equipment, net

8. Property, Plant and Equipment, net

Property, plant and equipment consist of the following:

	Useful Life
	(Years)	February 28, 2013			May 31, 2012
Land		$	1,953		$	1,892
Building and improvements	30-40	21,044			16,950
Office furniture and equipment	5-8	5,247			6,760
Machinery and equipment	5-7	119,225			105,096
		147,469			130,698
Accumulated depreciation and amortization		(77,623		)	(67,171		)
Property, plant and equipment, net		$	69,846		$	63,527

Depreciation expense for the three months ended February 28, 2013 and February 29, 2012 was approximately $5.0 million and $4.2 million, respectively. Depreciation expense for the nine months ended February 28, 2013 and February 29, 2012 was approximately $14.0 million and $11.8 million, respectively.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Accrued Expenses and Other Current Liabilities

9 Months Ended

Feb. 28, 2013

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	February 28, 2013		May 31, 2012

Accrued salaries, wages and related employee benefits	$	21,065	$	17,195
Contingent consideration, current portion	4,887		2,371
Accrued worker compensation and health benefits	3,834		3,678
Deferred revenues	3,245		5,390
Other accrued expenses	10,380		10,700
Total	$	43,411	$	39,334

Long-Term Debt

9 Months Ended

Feb. 28, 2013

Long-Term Debt

Long-Term Debt

10. Long-Term Debt

Long-term debt consists of the following:

	February 28, 2013			May 31, 2012

Senior credit facility	$	51,008		$	25,000
Notes payable	17,228			12,532
Other	4,704			2,697
	72,940			40,229
Less: Current maturities	(7,730		)	(5,971		)
Long-term debt, net of current maturities	$	65,210		$	34,258

Senior Credit Facility

In December 2011, the Company entered into a Third Amended and Restated Credit Agreement (Credit Agreement) with Bank of America, N.A., as agent for the lenders and a lender, and JPMorgan Chase Bank, N.A., Keybank National Association and TD Bank, N.A., as lenders. The Credit Agreement provides the Company with a $125.0 million revolving line of credit, which, under certain circumstances, can be increased to $150.0 million. The Credit Agreement has a maturity date of December 20, 2016. The Company may borrow up to $30.0 million in non-U.S. dollar currencies and use up to $10.0 million of the credit limit for the issuance of letters of credit. As of February 28, 2013, there were outstanding borrowings of $51.0 million and a total of $3.3 million of outstanding letters of credit under the current revolving credit facility.

Loans under the Credit Agreement bear interest, at the option of the Company, at LIBOR, plus an applicable margin ranging from 1% to 2%, or base rate less a margin ranging from 0.25% to 1.25%, based upon its Funded Debt Leverage Ratio. Funded Debt Leverage Ratio is generally the ratio of (1) all outstanding indebtedness for borrowed money and other interest-bearing indebtedness as of the date of determination to (2) EBITDA, as defined in the Credit Agreement, (which is (a) net income, less (b) income (or plus loss) from discontinued operations and extraordinary items, plus (c) income tax expenses, plus (d) interest expense, plus (e) depreciation, depletion, and amortization (including non-cash loss on retirement of assets), plus (f) stock compensation expense, less (g) cash expense related to stock compensation, plus or minus certain other adjustments) for the period of four consecutive fiscal quarters immediately preceding the date of determination. The Company has the benefit of the lowest margin if its Funded Debt Leverage Ratio is equal to or less than 0.5 to 1, and the margin increases as the ratio increases, to the maximum margin if the ratio is greater than 2.5 to 1. The Company will also bear additional costs for market disruption, regulatory changes effecting the lenders’ funding costs, and default pricing of an additional 2% interest rate margin if the Funded Debt Leverage Ratio exceeds 3.0 to 1. Amounts borrowed under the Credit Agreement are secured by liens on substantially all of the assets of the Company.

The Credit Agreement contains financial covenants requiring that the Company maintain a Funded Debt Leverage Ratio of less than 3.0 to 1 and an Interest Coverage Ratio of at least 3.0 to 1. Interest Coverage Ratio means the ratio, as of any date of determination, of (a) EBITDA, as defined in the Credit Agreement, for the 12 month period immediately preceding the date of determination, to (b) all interest, premium payments, debt discount, fees, charges and related expenses of the Company in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, paid during the 12 month period immediately preceding the date of determination. The Credit Agreement also limits the Company’s ability to, among other things, create liens, make investments, incur more indebtedness, merge or consolidate, make dispositions of property, pay dividends and make distributions to stockholders, enter into a new line of business, enter into transactions with affiliates and enter into burdensome agreements. The Credit Agreement does not limit the Company’s ability to acquire other businesses or companies except that the acquired business or company must be in its line of business, the Company must be in compliance with the financial covenants on a pro forma basis after taking into account the acquisition, and, if the acquired business is a separate subsidiary, in certain circumstances the lenders will receive the benefit of a guaranty of the subsidiary and liens on its assets and a pledge of its stock.

As of February 28, 2013, the Company was in compliance with the terms of the Credit Agreement, and it will continuously monitor its compliance with the covenants.

Notes Payable and Other

In connection with certain of the acquisitions the Company has completed, it has, at various times, issued subordinated notes payable to the sellers. The maturity of these notes ranges from three to five years from the date of acquisition with interest rates ranging from 0% to 4%. The Company has discounted these obligations to reflect a 2% to 4% imputed interest rate, where appropriate. Unamortized discount on these notes was de minimis as of February 28, 2013 and totaled approximately $0.1 million as of May 31, 2012. Amortization is recorded as interest expense in the consolidated statement of operations. The Company also has payment obligations ranging from three to five years to the sellers or the shareholders of the sellers pursuant to non-compete agreements which require the sellers and shareholders of the sellers not to compete with the Company.

In December 2011, the Company amended its Credit Agreement bringing the Company’s interest rate to current market rates. The Company has evaluated current market conditions and borrower credit quality and has determined that the carrying value of its long-term debt approximated fair value. The fair value of the Company’s notes payable and capital lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issues of debt.

Fair Value Measurements

9 Months Ended

Feb. 28, 2013

Fair Value Measurements

Fair Value Measurements

11. Fair Value Measurements

The Company performs fair value measurements in accordance with the guidance provided by ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

Level 3 — Unobservable inputs reflecting the Company’s own assumptions about inputs that market participants would use in pricing the asset or liability based on the best information available.

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial liabilities that are required to be remeasured at fair value on a recurring basis:

	As of February 28, 2013
	Level 1		Level 2		Level 3		Total

Liabilities:
Contingent consideration	$	—	$	—	$	17,484	$	17,484
Total Liabilities	$	—	$	—	$	17,484	$	17,484

	As of May 31, 2012
	Level 1		Level 2		Level 3		Total

Liabilities:
Contingent consideration	$	—	$	—	$	13,513	$	13,513
Total Liabilities	$	—	$	—	$	13,513	$	13,513

The fair value of contingent consideration liabilities that was classified as Level 3 in the table above was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820. The significant inputs in the Level 3 measurement not supported by market activity include the probability assessments of expected future cash flows related to the acquisitions, appropriately discounted considering the uncertainties associated with the obligation, and as calculated in accordance with the terms of the acquisition agreements.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Feb. 28, 2013
Commitments and Contingencies
Commitments and Contingencies	12. Commitments and Contingencies Litigation The Company is subject to periodic lawsuits, investigations and claims that arise in the ordinary course of business. Although the Company cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against it, the Company does not believe that any currently pending legal proceeding to which the Company is a party will have a material adverse effect on its business, results of operations, cash flows or financial condition. The costs of defense and amounts that may be recovered in such matters may be covered by insurance. Acquisition-related contingencies The Company is liable for contingent consideration in connection with certain of its acquisitions. As of February 28, 2013, total potential acquisition-related contingent consideration ranged from zero to approximately $27.2 million and would be payable upon the achievement of specific performance metrics by certain of the acquired companies over the next five years of operations. See Note 5 to these consolidated financial statements for further discussion of the Company’s acquisitions.

- Definition

The entire disclosure for commitments and contingencies.

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+ Details

Segment Disclosure

9 Months Ended

Feb. 28, 2013

Segment Disclosure

Segment Disclosure

13. Segment Disclosure

The Company’s three segments are:

Services. This segment provides asset protection solutions primarily in North America with the largest concentration in the United States, consisting primarily of non-destructive testing and inspection services that are used to evaluate the structural integrity and reliability of critical energy, industrial and public infrastructure.

International. This segment offers services, products and systems similar to those of the other segments to global markets, principally in Europe, the Middle East, Africa, Asia and South America, but not to customers in China and South Korea, which are served by the Products and Systems segment.

Products and Systems. This segment designs, manufactures, sells, installs and services the Company’s asset protection products and systems, including equipment and instrumentation, predominantly in the United States.

Costs incurred for general corporate services, including accounting, audit, and contract management, that are provided to the segments are reported within Corporate and eliminations. Sales to the International segment from the Products and Systems segment and subsequent sales by the International segment of the same items are recorded and reflected in the operating performance of both segments. Additionally, engineering charges and royalty fees charged to the Services and International segments by the Products and Systems segment are reflected in the operating performance of each segment. All such intersegment transactions are eliminated in the Company’s consolidated financial reporting.

Segment income from operations is determined based on internal performance measures used by the Chief Executive Officer, who is the chief operating decision maker, to assess the performance of each business in a given period and to make decisions as to resource allocations. In connection with that assessment, the Chief Executive Officer may exclude matters such as charges for stock-based compensation and certain other acquisition-related charges and balances, technology and product development costs, certain gains and losses from dispositions, and litigation settlements or other charges. Certain general and administrative costs such as human resources, information technology, marketing and training are allocated to the segments. Segment income from operations also excludes interest and other financial charges and income taxes. Corporate and other assets are comprised principally of cash, deposits, property, plant and equipment, domestic deferred taxes, deferred charges and other assets. Corporate loss from operations consists of depreciation on the corporate office facilities and equipment, administrative charges related to corporate personnel and other charges that cannot be readily identified for allocation to a particular segment.

Selected consolidated financial information by segment for the periods shown was as follows:

	Three months ended						Nine months ended
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012

Revenues
Services	$	90,537		$	80,895		$	278,147		$	253,493
International	37,516			17,164			88,722			38,794
Products and Systems	7,645			9,824			25,618			26,429
Corporate and eliminations	(2,037		)	(3,765		)	(7,710		)	(8,931		)
	$	133,661		$	104,118		$	384,777		$	309,785

Revenues by segment include intercompany transactions, which are eliminated in Corporate and eliminations. The Services segment had sales to other operating segments of $0.6 million and $0.5 million for the three months ended February 28, 2013 and February 29, 2012, respectively. For the nine months ended February 28, 2013 and February 29, 2012, the Services segment sales to other operating segments totaled $2.8 million and $2.3 million, respectively.

The International segment had sales to other operating segments of $0.2 million and $0.3 million for the three months ended February 28, 2013 and February 29, 2012, respectively. For each of the nine month periods ended February 28, 2013 and February 29, 2012, the International segment had sales to other operating segments totaling $0.5 million.

The Products and Systems segment had sales to other operating segments of $1.3 million and $3.1 million for the three months ended February 28, 2013 and February 29, 2012, respectively. For the nine months ended February 28, 2013 and February 29, 2012, the Products and Systems segment sales to other operating segments totaled $4.2 million and $6.4 million, respectively.

	Three months ended					Nine months ended
	February 28, 2013		February 29, 2012			February 28, 2013		February 29, 2012

Gross profit
Services	$	20,496	$	20,640		$	72,128	$	68,001
International	9,851		4,586			24,231		12,263
Products and Systems	3,790		4,938			13,010		12,952
Corporate and eliminations	69		(580		)	459		(997		)
	$	34,206	$	29,584		$	109,828	$	92,219

	Three months ended						Nine months ended
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012

Income from operations
Services	$	6,293		$	7,186		$	28,597		$	27,927
International	586			321			3,457			2,373
Products and Systems	1,699			2,392			6,481			5,652
Corporate and eliminations	(3,596		)	(4,477		)	(10,100		)	(10,863		)
	$	4,982		$	5,422		$	28,435		$	25,089

Operating income by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.

	Three months ended					Nine months ended
	February 28, 2013			February 29, 2012		February 28, 2013			February 29, 2012

Depreciation and amortization
Services	$	4,660		$	4,587	$	13,763		$	12,988
International	1,941			670		4,400			1,474
Products and Systems	617			500		1,596			1,451
Corporate and eliminations	(26		)	8		(66		)	76
	$	7,192		$	5,765	$	19,693		$	15,989

	February 28, 2013		May 31, 2012

Intangible assets, net
Services	$	15,880	$	17,180
International	29,853		6,390
Products and Systems	9,911		10,095
Corporate and eliminations	784		804
	$	56,428	$	34,469

	February 28, 2013		May 31, 2012

Goodwill
Services	$	60,719	$	58,746
International	51,616		24,481
Products and Systems	13,197		13,592
	$	125,532	$	96,819

	February 28, 2013		May 31, 2012

Total assets
Services	$	205,988	$	204,209
International	150,551		82,579
Products and Systems	38,262		43,914
Corporate and eliminations	2,113		(886		)
	$	396,914	$	329,816

Revenues by geographic area for the three and nine months ended February 28, 2013 and February 29, 2012 were as follows:

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Revenues
United States	$	83,273	$	74,416	$	255,108	$	237,215
Europe	32,897		13,721		72,878		27,797
Other Americas	13,234		11,500		41,163		32,357
Asia-Pacific	4,257		4,481		15,628		12,416
	$	133,661	$	104,118	$	384,777	$	309,785

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Description of Business & Basis of Presentation (Policies)	9 Months Ended
	Feb. 28, 2013
Description of Business & Basis of Presentation
Principles of Consolidation	*Principles of Consolidation* The accompanying consolidated financial statements include the accounts of Mistras Group, Inc. and its wholly or majority-owned subsidiaries. Where the Company’s ownership interest is less than 100%, the noncontrolling interests are reported in equity in the accompanying consolidated balance sheets. The noncontrolling interest in net income, net of tax, is classified separately in the accompanying consolidated statements of operations. All significant intercompany accounts and transactions have been eliminated in consolidation. Mistras Group, Inc.’s and its subsidiaries’ fiscal years end on May 31 except for the companies in the International segment, which end on April 30. Accordingly, the Company’s International segment subsidiaries are consolidated on a one-month lag. Therefore, in the quarter and year of acquisition, results of acquired subsidiaries in the International segment are generally included in consolidated results for one less month than the actual number of months from the acquisition date to the end of the reporting period. Management does not believe that any events occurred during the one-month lag period that would have a material effect on the Company’s consolidated financial statements as of or for any period presented.
Reclassification	*Reclassification* Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. During the third quarter of fiscal 2013, the Company reclassified amounts related to interest accretion imputed on its acquisition-related contingent consideration liabilities from interest expense to acquisition-related expense, net, which is a component of Income from Operations. During fiscal 2012, the amounts reclassified were $0.4 million and $0.1 million for the three month periods ended November 30, 2011 and February 29, 2012, respectively. For the three months ended August 31, 2011 there was no expense related to interest accretion imputed on our acquisition-related contingent consideration liabilities. During fiscal 2013, the amounts reclassified were $0.3 million and $0.2 million for the three month periods ended August 31, 2012 and November 30, 2012, respectively. See Note 5 to these unaudited condensed consolidated financial statements for further discussion with regards to acquisition related expense, net.

- Definition

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

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+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Feb. 28, 2013
Summary of Significant Accounting Policies
Revenue Recognition	*Revenue Recognition* Revenue recognition policies for the various sources of revenues are as follows: Services The Company predominantly derives revenues by providing its services on a time and material basis and recognizes revenues when services are rendered. At the end of any reporting period, there may be earned but unbilled revenues that are accrued. Payments received in advance of revenue recognition are reflected as deferred revenues. Software Revenues from the sale of perpetual licenses are recognized upon the delivery and acceptance of the software. Revenues from term licenses are recognized ratably over the period of the license. Revenues from maintenance, unspecified upgrades and technical support are recognized ratably over the period such items are delivered. For multiple-element arrangement software contracts that include non-software elements, and where the software is essential to the functionality of the non-software elements (collectively referred to as software multiple-element arrangements), the Company applies the rules as noted below. Products Revenues from product sales are recognized when risk of loss and title passes to the customer. The exceptions to this accounting treatment would be for multiple-element arrangements (described below) or those situations where specialized installation or customer acceptance is required. Payments received in advance of revenue recognition are reflected as deferred revenues. Percentage of Completion A portion of the Company’s revenues are generated from engineering and manufacturing of custom products under long-term contracts that may last from several months to several years, depending on the contract. Revenues from long-term contracts are recognized on the percentage-of-completion method of accounting. Under the percentage-of-completion method of accounting, revenues are recognized as work is performed. The percentage of completion at any point in time is based on total costs or total labor dollars incurred to date in relation to the total estimated costs or total labor dollars estimated at completion. The percentage of completion is then applied to the total contract revenue to determine the amount of revenue to be recognized in the period. Application of the percentage-of-completion method of accounting requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct materials, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed include the availability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in project performance and the recoverability of any claims. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Multiple-element Arrangements The Company occasionally enters into transactions that represent multiple-element arrangements, which may include any combination of services, software, and hardware. When a sales arrangement contains multiple elements, such as hardware and services and/or software products, the Company allocates revenue to each element that has stand-alone value based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence (VSOE) if available, third party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. The Company has historically utilized the VSOE due to the nature of its products. In software multiple element arrangements that include non-software elements, and where software is essential to the functionality of the non-software elements, these elements are bundled together as one unit of accounting for purposes of allocating revenue to units of accounting based on the aforementioned selling price hierarchy.
Use of Estimates	*Use of Estimates* The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. The more significant estimates include valuation of goodwill and intangible assets acquired in connection with business combinations, useful lives of long-lived assets, allowances for doubtful accounts, inventory valuation, reserves for self-insured workers compensation and health benefits, contingent consideration liabilities, and provision for income taxes. Actual results could differ from those estimates.
Goodwill and Intangible Assets	*Goodwill and Intangible Assets* Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the acquired business at the date of acquisition. The Company tests for impairment annually, in its fiscal fourth quarter. The most recent annual test for impairment performed for fiscal 2012 did not identify any instances of impairment and there were no events through February 28, 2013 which the Company believes warranted a reconsideration of the impairment test results. Intangible assets are recorded at cost. Intangible assets recognized through the completion of a business combination are recorded at fair value on the date of acquisition. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.
Concentration of Credit Risk	*Concentration of Credit Risk* Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash deposits may exceed the limits insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to any significant credit risk or risk of nonperformance of financial institutions. The Company primarily sells to large companies, extends reasonably short collection terms, performs credit evaluations and does not require collateral. The Company maintains reserves for potential credit losses. The Company has one customer, BP plc. (BP), which accounted for 13% and 16% of revenues for the three months ended February 28, 2013 and February 29, 2012, respectively, and 12% and 16% of revenues for the nine months ended February 28, 2013 and February 29, 2012, respectively. Accounts receivable from this customer were approximately 13% and 9% of total accounts receivable, net, as of February 28, 2013 and May 31, 2012, respectively. The relationship with BP is comprised of separate contracts for non-destructive testing and inspection services with multiple affiliated entities within the broad BP organization. The Company conducts business with various divisions or affiliates of the BP organization through numerous contracts covering many segments of BP’s business including downstream (refinery), midstream (pipelines) and upstream (exploration). These contracts are typically negotiated locally with the specific BP division or affiliate, are of varying lengths, have different start and end dates and differ in terms of the scope of work and nature of services provided. Most contracts are based on time and materials.
Equity-based Compensation	*Equity-based Compensation* The Company measures the cost of employee services received in exchange for an award of equity instruments based upon the grant-date fair value of the award. The Company uses the “straight-line” attribution method for allocating compensation costs and recognizes the fair value of each equity award on a straight-line basis over the requisite service periods of the related awards. The Company uses the Black-Scholes option-pricing model to estimate the fair value of the stock option awards as of the grant date. The Black-Scholes model, by its design, is highly complex and dependent upon key data inputs estimated by management. The primary data inputs with the greatest degree of judgment are the expected term of stock option awards and the estimated volatility of the Company’s common stock price. The Black-Scholes model is sensitive to changes in these two variables. Since the Company’s initial public offering (IPO) on October 7, 2009, the expected term of the Company’s stock options is generally determined using the simplified method. Expected stock price volatility is typically based on the daily historical trading data for a period equal to the expected term. Because the Company’s historical trading data only dates back to the IPO, the Company has estimated expected volatility using an analysis of the stock price volatility of comparable peer companies. Prior to the Company’s IPO, the exercise price equaled the estimated fair market value of the Company’s common stock, as determined by its board of directors. Since the Company’s IPO, the exercise price of stock option grants is determined using the closing market price of the Company’s common stock on the date of grant.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which expands the disclosure requirements for amounts reclassified out of accumulated other comprehensive income. The update requires an entity to present either parenthetically on the face of the financial statement where net income is presented or in the notes to the financial statements, the effect of significant items reclassified in their entirety from accumulated other comprehensive income and identification of the respective line items effecting net income for instances when reclassification is required under GAAP. For items that are not required by GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures as required by GAAP. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements and is effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements. In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 allows an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This authoritative guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income, when an item of other comprehensive income must be reclassified to net income, or the Company’s option to present components of other comprehensive income either net of related tax effects or before related tax effects, nor does it affect how earnings per share is calculated or presented. Effective June 1, 2012, the Company adopted the provisions of this updated accounting standard related to comprehensive income. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

- Definition

Disclosure of accounting policy for credit risk.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 55
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6875567&loc=d3e14489-108613

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 825
-Section 55
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6487554&loc=d3e32600-158583

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 825
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6480020&loc=d3e61082-112788

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13531-108611

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 55
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6875567&loc=d3e14537-108613

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 825
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6480020&loc=d3e61044-112788

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number SOP94-6-1
-Paragraph 7, 11
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 113
-Paragraph 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 01-6
-Paragraph 14
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.

+ References + Details

- Definition

Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.

+ References + Details

Capitalization (Tables)

9 Months Ended

Feb. 28, 2013

Capitalization

Schedule of cash proceeds from and the aggregate intrinsic value of stock options exercised

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Cash proceeds from options exercised	$	321	$	152	$	672	$	1,477
Aggregate intrinsic value of options exercised	$	370	$	337	$	856	$	3,399

Earnings per Share (Tables)

9 Months Ended

Feb. 28, 2013

Earnings per Share

Schedule of computations of basic and diluted earnings per share

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Basic earnings per share
Numerator:
Net income attributable to Mistras Group, Inc.	$	2,751	$	3,037	$	16,195	$	14,221
Denominator:
Weighted average common shares outstanding	28,175		27,921		28,121		27,794
Basic earnings per share	$	0.10	$	0.11	$	0.58	$	0.51

Diluted earnings per share:
Numerator:
Net income attributable to Mistras Group, Inc.	$	2,751	$	3,037	$	16,195	$	14,221
Denominator:
Weighted average common shares outstanding	28,175		27,921		28,121		27,794
Dilutive effect of stock options outstanding	815		795		806		688
Dilutive effect of restricted stock units outstanding	111		113		151		81
	29,101		28,829		29,078		28,563
Diluted earnings per share	$	0.09	$	0.11	$	0.56	$	0.50

Acquisitions (Tables)

9 Months Ended

Feb. 28, 2013

Acquisitions

Summary of estimated fair value of assets acquired and liabilities assumed at the date of acquisition

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition for the Company’s fiscal 2013 acquisitions:

Number of entities	3

Cash paid	$	34,968
Subordinated notes issued	7,715
Contingent consideration	8,329

Purchase price	$	51,012

Current assets acquired, net	1,064
Debt and other long-term liabilities	(4,541		)
Property, plant and equipment	8,945
Deferred tax liability	(7,934		)
Intangibles, primarily customer relationships	25,823
Goodwill	27,655
Net assets acquired	$	51,012

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition for the Company’s fiscal 2012 acquisitions that have not yet been finalized:

Number of entities	2

Cash paid	$	2,968
Subordinated notes issued	904
Contingent consideration	464

Purchase price	$	4,336

Current assets acquired, net	48
Debt and other long-term liabilities	—
Property, plant and equipment	791
Deferred tax liability	(300		)
Intangibles, primarily customer relationships	2,222
Goodwill	1,575
Net assets acquired	$	4,336

Schedule of pro forma information of the results of operations

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (unaudited, in thousands):

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Revenues	$	134,630	$	127,028	$	419,146	$	394,866

Income from operations	$	4,818	$	3,874	$	30,093	$	22,263

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

Accounts Receivable, net (Tables)

9 Months Ended

Feb. 28, 2013

Accounts Receivable, net

Schedule of accounts receivable

	February 28, 2013			May 31, 2012

Trade accounts receivable	$	110,334		$	106,821
Allowance for doubtful accounts	(1,648		)	(2,306		)
Total	$	108,686		$	104,515

Inventories, net (Tables)

9 Months Ended

Feb. 28, 2013

Inventories, net

Schedule of inventories

	February 28, 2013		May 31, 2012

Raw materials	$	3,230	$	3,054
Work in process	2,594		2,232
Finished goods	3,794		4,287
Supplies	2,508		2,919
Total	$	12,126	$	12,492

Property, Plant and Equipment, net (Tables)

9 Months Ended

Feb. 28, 2013

Property, Plant and Equipment, net

Schedule of Property, plant and equipment

	Useful Life
	(Years)	February 28, 2013			May 31, 2012
Land		$	1,953		$	1,892
Building and improvements	30-40	21,044			16,950
Office furniture and equipment	5-8	5,247			6,760
Machinery and equipment	5-7	119,225			105,096
		147,469			130,698
Accumulated depreciation and amortization		(77,623		)	(67,171		)
Property, plant and equipment, net		$	69,846		$	63,527

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Feb. 28, 2013

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities

	February 28, 2013		May 31, 2012

Accrued salaries, wages and related employee benefits	$	21,065	$	17,195
Contingent consideration, current portion	4,887		2,371
Accrued worker compensation and health benefits	3,834		3,678
Deferred revenues	3,245		5,390
Other accrued expenses	10,380		10,700
Total	$	43,411	$	39,334

Long-Term Debt (Tables)

9 Months Ended

Feb. 28, 2013

Long-Term Debt

Schedule of long-term debt

	February 28, 2013			May 31, 2012

Senior credit facility	$	51,008		$	25,000
Notes payable	17,228			12,532
Other	4,704			2,697
	72,940			40,229
Less: Current maturities	(7,730		)	(5,971		)
Long-term debt, net of current maturities	$	65,210		$	34,258

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Feb. 28, 2013

Fair Value Measurements

Schedule of fair value of the financial liabilities that are required to be remeasured at fair value on a recurring basis

	As of February 28, 2013
	Level 1		Level 2		Level 3		Total

Liabilities:
Contingent consideration	$	—	$	—	$	17,484	$	17,484
Total Liabilities	$	—	$	—	$	17,484	$	17,484

	As of May 31, 2012
	Level 1		Level 2		Level 3		Total

Liabilities:
Contingent consideration	$	—	$	—	$	13,513	$	13,513
Total Liabilities	$	—	$	—	$	13,513	$	13,513

- Definition

Tabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References + Details

Segment Disclosure (Tables)

9 Months Ended

Feb. 28, 2013

Segment Disclosure

Schedule of consolidated financial information by segment

	Three months ended						Nine months ended
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012

Revenues
Services	$	90,537		$	80,895		$	278,147		$	253,493
International	37,516			17,164			88,722			38,794
Products and Systems	7,645			9,824			25,618			26,429
Corporate and eliminations	(2,037		)	(3,765		)	(7,710		)	(8,931		)
	$	133,661		$	104,118		$	384,777		$	309,785

	Three months ended					Nine months ended
	February 28, 2013		February 29, 2012			February 28, 2013		February 29, 2012

Gross profit
Services	$	20,496	$	20,640		$	72,128	$	68,001
International	9,851		4,586			24,231		12,263
Products and Systems	3,790		4,938			13,010		12,952
Corporate and eliminations	69		(580		)	459		(997		)
	$	34,206	$	29,584		$	109,828	$	92,219

	Three months ended						Nine months ended
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012

Income from operations
Services	$	6,293		$	7,186		$	28,597		$	27,927
International	586			321			3,457			2,373
Products and Systems	1,699			2,392			6,481			5,652
Corporate and eliminations	(3,596		)	(4,477		)	(10,100		)	(10,863		)
	$	4,982		$	5,422		$	28,435		$	25,089

Operating income by operating segment includes intercompany transactions, which are eliminated in Corporate and eliminations.

	Three months ended					Nine months ended
	February 28, 2013			February 29, 2012		February 28, 2013			February 29, 2012

Depreciation and amortization
Services	$	4,660		$	4,587	$	13,763		$	12,988
International	1,941			670		4,400			1,474
Products and Systems	617			500		1,596			1,451
Corporate and eliminations	(26		)	8		(66		)	76
	$	7,192		$	5,765	$	19,693		$	15,989

	February 28, 2013		May 31, 2012

Intangible assets, net
Services	$	15,880	$	17,180
International	29,853		6,390
Products and Systems	9,911		10,095
Corporate and eliminations	784		804
	$	56,428	$	34,469

	February 28, 2013		May 31, 2012

Goodwill
Services	$	60,719	$	58,746
International	51,616		24,481
Products and Systems	13,197		13,592
	$	125,532	$	96,819

	February 28, 2013		May 31, 2012

Total assets
Services	$	205,988	$	204,209
International	150,551		82,579
Products and Systems	38,262		43,914
Corporate and eliminations	2,113		(886		)
	$	396,914	$	329,816

Schedule of revenues by geographic area

	Three months ended				Nine months ended
	February 28, 2013		February 29, 2012		February 28, 2013		February 29, 2012

Revenues
United States	$	83,273	$	74,416	$	255,108	$	237,215
Europe	32,897		13,721		72,878		27,797
Other Americas	13,234		11,500		41,163		32,357
Asia-Pacific	4,257		4,481		15,628		12,416
	$	133,661	$	104,118	$	384,777	$	309,785

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References + Details

Description of Business & Basis of Presentation (Details) $ in Millions	3 Months Ended					9 Months Ended
	Nov. 30, 2012 USD ($)	Aug. 31, 2012 USD ($)	Feb. 29, 2012 USD ($)	Nov. 30, 2011 USD ($)	Aug. 31, 2011 USD ($)	Feb. 28, 2013 item
Principles of Consolidation
Difference of period between the consolidation of International segment subsidiaries						1 month
Number of months less than the actual number of months from the acquisition date for which results of international segment subsidiaries are included in consolidation \| item						1
Reclassification
Interest accretion expense related to contingent consideration liabilities reclassified from interest expense to acquisition-related expense \| $	$ 0.2	$ 0.3	$ 0.1	$ 0.4	$ 0.0

Summary of Significant Accounting Policies (Details) - Customer concentration risk - item	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	May 31, 2012
Concentration of Credit Risk
Number of customers			1
Revenues \| BP
Concentration of Credit Risk
Percentage of concentration risk	13.00%	16.00%	12.00%	16.00%
Accounts receivable, net \| BP
Concentration of Credit Risk
Percentage of concentration risk			13.00%		9.00%

Capitalization (Details)	9 Months Ended
Capitalization (Details)	Feb. 28, 2013 item
Capitalization
Number of votes per share	1

Capitalization (Details 2) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
Capitalization (Details 2) $ in Thousands	Jun. 30, 2012 USD ($) shares	Oct. 31, 2011 USD ($) shares	Feb. 28, 2013 USD ($) shares	Feb. 29, 2012 USD ($)	Feb. 28, 2013 USD ($) item shares	Feb. 29, 2012 USD ($) shares
Equity awards
Number of plans prior to company's IPO \| item					2
Number of additional awards available for grant \| shares					0
Additional disclosures
Payments for employees' tax obligations \| $					$ 806	$ 281
Non-employee directors
Equity awards
Number of fully vested common stock granted \| shares	13,000	9,000
Fair value of shares vested \| $	$ 300	$ 200
Stock option awards
Equity awards
Stock options outstanding (in shares) \| shares			2,472,000		2,472,000
Number of awards granted (in shares) \| shares			0			0
Additional disclosures
Recognized stock-based compensation expense \| $			$ 800	$ 800	$ 2,300	$ 2,400
Unrecognized compensation cost, net of estimated forfeitures, related to stock option awards \| $			1,500		$ 1,500
Weighted-average period over which unrecognized compensation cost is expected to be recognized					6 months
Cash proceeds from options exercised \| $			321	152	$ 672	1,477
Aggregate intrinsic value of options exercised \| $			$ 370	337	856	3,399
Restricted stock unit awards
Equity awards
Fair value of shares vested \| $					$ 1,900	500
Unvested restricted stock units outstanding (in shares) \| shares			552,000		552,000
Additional disclosures
Recognized stock-based compensation expense \| $			$ 800	$ 500	$ 2,100	$ 1,100
Weighted-average period over which unrecognized compensation cost is expected to be recognized					2 years 8 months 12 days
Unrecognized compensation cost, net of estimated forfeitures, related to restricted stock unit awards \| $			$ 8,500		$ 8,500
Shares vested \| shares					123,000	52,000
Shares withheld by company for employees' tax obligations \| shares					37,000	16,000
Incentive stock options
Equity awards
Expiration term					10 years
Non-qualified stock options
Equity awards
Expiration term					10 years
2009 Plan
Equity awards
Vesting period					4 years
Number of shares authorized for grants \| shares			2,286,000		2,286,000
Number of shares available for future grants \| shares			1,453,000		1,453,000

Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012
Basic earnings per share
Net income attributable to Mistras Group, Inc.	$ 2,751	$ 3,037	$ 16,195	$ 14,221
Denominator:
Weighted average common shares outstanding	28,175	27,921	28,121	27,794
Basic earnings per share (in dollars per share)	$ 0.10	$ 0.11	$ 0.58	$ 0.51
Denominator:
Weighted average common shares outstanding	28,175	27,921	28,121	27,794
Dilutive effect of stock options outstanding (in shares)	815	795	806	688
Dilutive effect of restricted stock units outstanding (in shares)	111	113	151	81
Weighted average common shares outstanding, diluted	29,101	28,829	29,078	28,563
Diluted earnings per share (in dollars per share)	$ 0.09	$ 0.11	$ 0.56	$ 0.50

Acquisitions (Details)	3 Months Ended		9 Months Ended		12 Months Ended
Acquisitions (Details)	Feb. 28, 2013 USD ($)	Feb. 29, 2012 USD ($)	Feb. 28, 2013 USD ($) item	Feb. 29, 2012 USD ($)	May 31, 2012 USD ($) item
Estimated fair value of the assets acquired and liabilities assumed
Contingent consideration	$ (4,887,000)		$ (4,887,000)		$ (2,371,000)
Other acquisition information
Acquisition-related costs	$ (1,212,000)	$ 973,000	$ (1,006,000)	$ 1,009,000
Series of Individually Immaterial Business Acquisitions
Acquisitions
Term over which the subordinated notes are payable			3 years
Percentage of common stock acquired	100.00%		100.00%
Period over which potential acquisition-related contingent consideration would be payable			5 years
Potential acquisition-related contingent consideration, low end of range	$ 0		$ 0
Potential acquisition-related contingent consideration, high end of range	15,000,000		15,000,000
Estimated fair value of the assets acquired and liabilities assumed
Cash paid	35,000,000		35,000,000
Subordinated notes issued	7,700,000		7,700,000
Contingent consideration	(8,300,000)		$ (8,300,000)
Fiscal 2013 acquisitions
Acquisitions
Number of acquisitions of asset protection businesses \| item			3
Estimated fair value of the assets acquired and liabilities assumed
Number of entities \| item			3
Cash paid	34,968,000		$ 34,968,000
Subordinated notes issued	7,715,000		7,715,000
Contingent consideration	8,329,000		8,329,000
Purchase price	51,012,000		51,012,000
Current assets acquired, net	1,064,000		1,064,000
Debt and other long-term liabilities	(4,541,000)		(4,541,000)
Property, plant and equipment	8,945,000		8,945,000
Deferred tax liability	(7,934,000)		(7,934,000)
Intangibles, primarily customer relationships	25,823,000		25,823,000
Goodwill	27,655,000		27,655,000
Net assets acquired	51,012,000		51,012,000
Revenues and income from operations included in the consolidated statement of operations
Revenues	18,500,000		24,900,000
Income from operations	400,000		1,000,000
Pro forma information of the results of operations
Revenues	134,630,000	127,028,000	419,146,000	394,866,000
Income from operations	4,818,000	3,874,000	30,093,000	22,263,000
Other acquisition information
Acquisition-related costs	300,000		1,200,000
Net decrease in acquisition-related contingent consideration liabilities	2,000,000		3,100,000
Fair value of contingent consideration liabilities	17,500,000		17,500,000
Net increase in income from operations	2,000,000		3,200,000
Interest accretion expense related to contingent consideration liabilities	500,000		$ 1,000,000
Fiscal 2013 acquisitions \| Minimum
Estimated fair value of the assets acquired and liabilities assumed
Amortization period of intangible assets acquired			2 years
Fiscal 2013 acquisitions \| Maximum
Estimated fair value of the assets acquired and liabilities assumed
Amortization period of intangible assets acquired			12 years
Fiscal 2012 acquisitions
Acquisitions
Number of acquisitions of asset protection businesses \| item					2
Estimated fair value of the assets acquired and liabilities assumed
Number of entities \| item			2
Cash paid	2,968,000		$ 2,968,000
Subordinated notes issued	904,000		904,000
Contingent consideration	464,000		464,000
Purchase price	4,336,000		4,336,000
Current assets acquired, net	48,000		48,000
Property, plant and equipment	791,000		791,000
Deferred tax liability	(300,000)		(300,000)
Intangibles, primarily customer relationships	2,222,000		2,222,000
Goodwill	1,575,000		1,575,000
Net assets acquired	$ 4,336,000		$ 4,336,000
Other acquisition information
Acquisition-related costs		1,000,000		1,400,000
Net decrease in acquisition-related contingent consideration liabilities		100,000		900,000
Fair value of contingent consideration liabilities		7,500,000		7,500,000
Net increase in income from operations		100,000		900,000
Interest accretion expense related to contingent consideration liabilities		$ 100,000		$ 500,000

Accounts Receivable, net (Details) - USD ($) $ in Thousands	Feb. 28, 2013	May 31, 2012
Accounts Receivable, net
Trade accounts receivable	$ 110,334	$ 106,821
Allowance for doubtful accounts	(1,648)	(2,306)
Total	$ 108,686	$ 104,515

Inventories, net (Details) - USD ($) $ in Thousands	Feb. 28, 2013	May 31, 2012
Inventories, net
Raw materials	$ 3,230	$ 3,054
Work in process	2,594	2,232
Finished goods	3,794	4,287
Supplies	2,508	2,919
Total	12,126	12,492
Inventory reserves	$ 1,500	$ 1,200

- Definition

The amount of the valuation account as of the balance sheet date which reduces the carrying amount of inventory to net realizable value; takes into consideration such factors as market value, excessive quantities based on expected sales, technological obsolescence, and shrinkage. May also provide for estimated product returns or price concessions pertaining to product cost.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 330
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 5.BB)
-URI http://asc.fasb.org/extlink&oid=6386940&loc=d3e100047-122729

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.6(a))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SX 210.12-09)
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e24092-122690

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 330
-SubTopic 10
-Section 35
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6386567&loc=d3e3927-108312

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Paragraph 14
-Chapter 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Paragraph 8, 9, 14
-Chapter 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section A
-Paragraph 9
-Chapter 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 09
-Article 12

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 6
-Subparagraph a
-Article 5

+ Details

Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012	May 31, 2012
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 147,469		$ 147,469		$ 130,698
Accumulated depreciation and amortization	(77,623)		(77,623)		(67,171)
Property, plant and equipment, net	69,846		69,846		63,527
Depreciation expense	5,000	$ 4,200	14,000	$ 11,800
Land
Property, Plant and Equipment, net
Property, plant and equipment, gross	1,953		1,953		1,892
Building and improvements
Property, Plant and Equipment, net
Property, plant and equipment, gross	21,044		$ 21,044		16,950
Building and improvements \| Minimum
Property, Plant and Equipment, net
Useful Life			30 years
Building and improvements \| Maximum
Property, Plant and Equipment, net
Useful Life			40 years
Office furniture and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	5,247		$ 5,247		6,760
Office furniture and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life			5 years
Office furniture and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life			8 years
Machinery and equipment
Property, Plant and Equipment, net
Property, plant and equipment, gross	$ 119,225		$ 119,225		$ 105,096
Machinery and equipment \| Minimum
Property, Plant and Equipment, net
Useful Life			5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment, net
Useful Life			7 years

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Feb. 28, 2013	May 31, 2012
Accrued Expenses and Other Current Liabilities
Accrued salaries, wages and related employee benefits	$ 21,065	$ 17,195
Contingent consideration, current portion	4,887	2,371
Accrued worker compensation and health benefits	3,834	3,678
Deferred revenues	3,245	5,390
Other accrued expenses	10,380	10,700
Total	$ 43,411	$ 39,334

- Definition

Fair value, as of the acquisition date, of potential payments under the contingent consideration arrangement including cash and shares.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 35
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910684&loc=d3e4570-128470

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 25
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6911189&loc=d3e6411-128476

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 30
-Paragraph 18
-URI http://asc.fasb.org/extlink&oid=18499824&loc=d3e4237-128469

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 30
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=18499824&loc=d3e4243-128469

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 40
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910732&loc=d3e4805-128471

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 25
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 25
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6946367&loc=d3e3642-128468

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 25
-Paragraph 27
-URI http://asc.fasb.org/extlink&oid=6946367&loc=d3e3629-128468

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-Subparagraph (b)(3),(c)(1)
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 25
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6911189&loc=d3e6405-128476

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph g(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 29, 30, 41, 42, 64
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51
-Subparagraph f
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 65
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

Long-Term Debt (Details) $ in Thousands	9 Months Ended
Long-Term Debt (Details) $ in Thousands	Feb. 28, 2013 USD ($) item	May 31, 2012 USD ($)
Long-Term Debt
Long-term debt	$ 72,940	$ 40,229
Less: Current maturities	(7,730)	(5,971)
Long-term debt, net of current maturities	65,210	34,258
Senior credit facility
Long-Term Debt
Long-term debt	51,008	25,000
Current borrowing capacity	125,000
Maximum borrowing capacity	150,000
Maximum borrowing capacity in non-U.S. dollar currencies	30,000
Maximum amount available for the issuance of letters of credit	10,000
Outstanding borrowings	51,000
Outstanding letters of credit	$ 3,300
Number of consecutive fiscal quarters used for calculating Funded Debt Leverage Ratio \| item	4
Additional interest rate (as a percent)	2.00%
Preceding period used for calculating Interest Coverage Ratio	1 year
Senior credit facility \| Minimum
Long-Term Debt
Funded Debt Leverage Ratio at which the entity will bear the maximum interest rate margin	2.5
Funded Debt Leverage Ratio for additional interest payment	3.0
Interest Coverage Ratio	3.0
Senior credit facility \| Maximum
Long-Term Debt
Funded Debt Leverage Ratio at which the entity will have the benefit of lowest interest margin	0.5
Funded Debt Leverage Ratio	3.0
Senior credit facility \| LIBOR
Long-Term Debt
Reference rate, description	LIBOR
Senior credit facility \| LIBOR \| Minimum
Long-Term Debt
Margin (as a percent)	1.00%
Senior credit facility \| LIBOR \| Maximum
Long-Term Debt
Margin (as a percent)	2.00%
Senior credit facility \| Base rate
Long-Term Debt
Reference rate, description	base rate
Senior credit facility \| Base rate \| Minimum
Long-Term Debt
Margin (as a percent)	(0.25%)
Senior credit facility \| Base rate \| Maximum
Long-Term Debt
Margin (as a percent)	(1.25%)
Notes payable
Long-Term Debt
Long-term debt	$ 17,228	12,532
Interest rate, minimum (as a percent)	0.00%
Interest rate, maximum (as a percent)	4.00%
Unamortized discount		100
Notes payable \| Minimum
Long-Term Debt
Maturity term from the date of acquisition	3 years
Imputed interest rate (as a percent)	2.00%
Period for payment under non-compete agreements	3 years
Notes payable \| Maximum
Long-Term Debt
Maturity term from the date of acquisition	5 years
Imputed interest rate (as a percent)	4.00%
Period for payment under non-compete agreements	5 years
Other
Long-Term Debt
Long-term debt	$ 4,704	$ 2,697

Fair Value Measurements (Details) - Recurring basis - USD ($) $ in Thousands	Feb. 28, 2013	May 31, 2012
Level 3
Liabilities:
Contingent consideration	$ 17,484	$ 13,513
Total Liabilities	17,484	13,513
Total
Liabilities:
Contingent consideration	17,484	13,513
Total Liabilities	$ 17,484	$ 13,513

Commitments and Contingencies (Details) - Acquisition-related contingencies	9 Months Ended
	Feb. 28, 2013 USD ($)
Litigation
Potential acquisition-related contingent consideration, low end of range	$ 0
Potential acquisition-related contingent consideration, high end of range	$ 27,200,000
Period over which potential acquisition-related contingent consideration would be payable	5 years

Segment Disclosure (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Disclosure (Details) $ in Thousands	Feb. 28, 2013 USD ($)	Feb. 29, 2012 USD ($)	Feb. 28, 2013 USD ($) item	Feb. 29, 2012 USD ($)	May 31, 2012 USD ($)
Segment Disclosure
Number of operating segments \| item			3
Consolidated financial information by segment
Revenues	$ 133,661	$ 104,118	$ 384,777	$ 309,785
Gross profit	34,206	29,584	109,828	92,219
Income from operations	4,982	5,422	28,435	25,089
Depreciation and amortization	7,192	5,765	19,693	15,989
Intangible assets, net	56,428		56,428		$ 34,469
Goodwill	125,532		125,532		96,819
Total assets	396,914		396,914		329,816
Services
Consolidated financial information by segment
Revenues	90,537	80,895	278,147	253,493
Revenue from transaction with other operating segments	600	500	2,800	2,300
Gross profit	20,496	20,640	72,128	68,001
Income from operations	6,293	7,186	28,597	27,927
Depreciation and amortization	4,660	4,587	13,763	12,988
Intangible assets, net	15,880		15,880		17,180
Goodwill	60,719		60,719		58,746
Total assets	205,988		205,988		204,209
International
Consolidated financial information by segment
Revenues	37,516	17,164	88,722	38,794
Revenue from transaction with other operating segments	200	300	500	500
Gross profit	9,851	4,586	24,231	12,263
Income from operations	586	321	3,457	2,373
Depreciation and amortization	1,941	670	4,400	1,474
Intangible assets, net	29,853		29,853		6,390
Goodwill	51,616		51,616		24,481
Total assets	150,551		150,551		82,579
Products and Systems
Consolidated financial information by segment
Revenues	7,645	9,824	25,618	26,429
Revenue from transaction with other operating segments	1,300	3,100	4,200	6,400
Gross profit	3,790	4,938	13,010	12,952
Income from operations	1,699	2,392	6,481	5,652
Depreciation and amortization	617	500	1,596	1,451
Intangible assets, net	9,911		9,911		10,095
Goodwill	13,197		13,197		13,592
Total assets	38,262		38,262		43,914
Corporate and eliminations
Consolidated financial information by segment
Revenues	(2,037)	(3,765)	(7,710)	(8,931)
Gross profit	69	(580)	459	(997)
Income from operations	(3,596)	(4,477)	(10,100)	(10,863)
Depreciation and amortization	(26)	$ 8	(66)	$ 76
Intangible assets, net	784		784		804
Total assets	$ 2,113		$ 2,113		$ (886)

Segment Disclosure (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Segment Disclosure (Details 2) - USD ($) $ in Thousands	Feb. 28, 2013	Feb. 29, 2012	Feb. 28, 2013	Feb. 29, 2012
Revenues by geographic area
Revenues	$ 133,661	$ 104,118	$ 384,777	$ 309,785
United States
Revenues by geographic area
Revenues	83,273	74,416	255,108	237,215
Europe
Revenues by geographic area
Revenues	32,897	13,721	72,878	27,797
Other Americas
Revenues by geographic area
Revenues	13,234	11,500	41,163	32,357
Asia-Pacific
Revenues by geographic area
Revenues	$ 4,257	$ 4,481	$ 15,628	$ 12,416